AGREEMENT BETWEEN
INVESTOR SERVICE CENTER, INC.
AND
HANOVER DIRECT ADVERTISING COMPANY, INC.
AGREEMENT made this 29th day of April, 1993 by and between INVESTOR SERVICE
CENTER, INC., a corporation organized under the laws of the State of Delaware
(the "Distributor") and HANOVER DIRECT ADVERTISING COMPANY, INC., a corporation
organized under the laws of the State of Delaware ("HDAC").
WHEREAS, the Distributor and HDAC are affiliates of Bull & Bear Advisers,
Inc. (the "Investment Manager"), the investment manager to Bull & Bear Gold
Investors Ltd. (the "Fund"); and
WHEREAS, the Distributor has been retained by the Fund to provide services
and personnel, to render services to the Fund, and to incur expenses on behalf
of the Fund in accordance with a plan and agreement of distribution pursuant to
Rule 12b-1 (the "Plan") adopted by the Fund under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, HDAC is an advertising agency and desires to provide the
Distributor with marketing services; and
WHEREAS, the Distributor desires to enter into an agreement with HDAC
related to the Plan;
NOW THEREFORE, in accordance with Rule 12b-1 of the 1940 Act, the
Distributor and HDAC hereby enter into this agreement (the "Agreement") on the
following terms and conditions:
1. HDAC will provide services to the Distributor on behalf of the Fund and the
other Bull & Bear Funds.
2. All expenses incurred hereunder shall be deemed expenses incurred under the
Plan.
3. HDAC shall xxxx the Distributor at standard industry rates, which includes
commissions. HDAC will absorb any of its costs exceeding such commissions.
4. This Agreement shall not take effect until it has been approved by the vote
of a majority of both (i) those directors of the Fund who are not
"interested persons" of the Fund (as defined in the 0000 Xxx) and have no
direct or indirect financial interest in the operation of this Agreement or
the Plan or any other agreement related to it (the "12b-1 Directors"), and
(ii) all of the directors then in office, cast in person at a meeting (or
meetings) called for the purpose of voting on this Agreement and such
related Agreements.
5. This Agreement shall continue in effect for one year from its execution or
adoption and thereafter for so long as such continuance is specifically
approved at least annually in the manner provided for approval of the Plan.
6. HDAC shall provide to the Board of Directors of the Fund and the directors
shall review, at least quarterly, a written report of all expenditures made
pursuant to this Agreement, and the purposes for which such expenditures
were made.
7. HDAC shall use its best efforts in rendering services to the Distributor
and the Fund hereunder, but in the absence of willful misfeasance, bad
faith, or gross negligence in the performance of its duties or reckless
disregard of its obligations and duties hereunder, HDAC shall not be liable
to the Distributor or the Fund or to any shareholder of the Fund for any
act or failure to act by HDAC or any affiliated person of HDAC or for any
loss sustained by the Fund or its shareholders.
8. Nothing contained in this Agreement shall prevent HDAC or any affiliated
person of HDAC from performing services similar to those to be performed
hereunder for any other person, firm, corporation or for its or their own
accounts or for the accounts of others.
9. This Agreement may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding voting
securities of the Fund. This Agreement shall automatically terminate in the
event of its assignment, as defined in the 1940 Act.
10. This Agreement may not be modified in any manner which would materially
increase the amount of money to be spent pursuant to the Plan and no
material amendment to this Agreement shall be made unless approved in the
manner provided for approval and annual renewal above.
11. The Fund shall preserve copies of this Agreement and all reports made
pursuant to paragraph 6 hereof, for a period of not less than six years
from the date of this Agreement, the first two years in an easily
accessible place.
12. This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the 1940 Act. To the extent
the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
IN WITNESS WHEREOF, the Distributor and HDAC have executed this Agreement
on the day and year set forth above in the City and State of New York.
INVESTOR SERVICE CENTER, INC.
By: ___/s/____________________________
HANOVER DIRECT ADVERTISING COMPANY, INC.
By: ___/s/__________________________
